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Irrevocable Trust Agreement

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An irrevocable trust is a type of trust that cannot be changed after the agreement has been signed. A common use for an irrevocable trust is to provide asset protection for the trustor and the trustor's family. By placing assets into an irrevocable trust, the trustor is giving up complete control over and access to the trust assets, therefore, the trust assets cannot be reached by a creditor of the trustor. However, the trustor's family can be the beneficiaries of the irrevocable trust, thereby still providing the family with financial support, but outside of the reach of creditors.

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									An irrevocable trust is a type of trust that cannot be changed after the agreement has
been signed. A common use for an irrevocable trust is to provide asset protection for
the trustor and the trustor's family. By placing assets into an irrevocable trust, the
trustor is giving up complete control over and access to the trust assets, therefore, the
trust assets cannot be reached by a creditor of the trustor. However, the trustor's family
can be the beneficiaries of the irrevocable trust, thereby still providing the family with
financial support, but outside of the reach of creditors.
                                                                          Irrevocable Trust Agreement


                                 ___________________ FAMILY TRUST




                                IRREVOCABLE TRUST AGREEMENT




                                          ________________, 2____




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                                                                          Irrevocable Trust Agreement
                                          TABLE OF CONTENTS


Article Heading                                                                             Page No.

1.00             Recitals
2.00             Interpretation
3.00             Transfer to Trustees
4.00             Distribution of Trust Fund
5.00             Satisfaction of Capital Interests
6.00             Capital and Income
7.00             Interest of Minors
8.00             Restraint on Alienation
9.00             Additional Trustee Powers
10.00            Income Tax Act and Excise Tax Act
11.00            Validity of Insurance Policies
12.00            Liability for Death Taxes
13.00            Expenses of Administration
14.00            Trustees' Fees
15.00            Appointment and Removal of Trustees
16.00            Transfer of Trust Fund to Other Trust
17.00            Liability of Trustees
18.00            Other Trustee Provisions
19.00            Replacement of the Advisor
20.00            Trust Irrevocable by Settlor
21.00            Personal Pronouns
22.00            Typographical and Other Non-Substantive Errors
23.00            Acceptance of Trust
24.00            Proper Law of Trust
25.00            Designation of Settlement




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              THIS DEED OF SETTLEMENT is made the _____ day of __________, 2______.

B E T W E E N:
                                      ________________, of the City of ____________,

                                      (hereinafter referred to as the "Settlor"),

                                                                                    OF THE FIRST PART,

                                                 - and -

                                      _____________________, of the City of _____________,

                                      (hereinafter referred to as the "Trustee"),

                                                                              OF THE SECOND PART.

1.00          RECITALS

1.01           WHEREAS the Settlor desires to establish an irrevocable trust for the benefit of the
Beneficiaries, as hereinafter defined;

1.02           AND WHEREAS the Settlor now transfers to the Trustee the Trust Property, as
hereinafter defined, to be held upon and subject to the trusts hereinafter set out;

              NOW THEREFORE THIS DEED WITNESSES that in consideration of the
respective covenants and agreements herein contained, it is hereby covenanted and agreed by and
between the parties hereto as follows:

2.00          INTERPRETATION

2.01           In this Settlement, the following terms shall be interpreted in accordance with the
following rules:

       (a)    "Trust Property" shall mean the property annexed hereto in Schedule "2.01";

       (b)    "Trust Fund" shall mean:

              (i)    the Trust Property and accumulated income thereon (if any);

              (ii)   any further, substituted or additional property and accumulated income thereon
                     (if any) which the Settlor or any other person or persons may donate, sell or
                     otherwise transfer or cause to be transferred to, or vest or cause to be vested in,
                     or otherwise acquired by, the Trustee to be held upon the trusts and with and
                     subject to the powers and provisions hereof and any property substituted there-
                     fore;

              (iii) any other property acquired by the Trustee pursuant to, and in accordance with,
                    the provisions of this Settlement; and
                (iv) the property and accumulated income thereon (if any) for the time being and
                     from time to time into which the Trust Property and the further, substituted or
                     additional or other property (if any) aforesaid and accumulated income thereon
                     (if any) may be converted;

        (c)     "Trustee" and all references thereto shall (where the context so permits) mean the
                Trustee for the time being hereof, whether original, additional or substitutional, and
                "Trustees" shall be construed accordingly;

        (d)     "Income Beneficiaries" shall include every child of ___________________, any one
                of whom is sometimes referred to herein as an "Income Beneficiary" and all of whom
                or any two or more of whom are sometimes referred to herein collectively as "Income
                Beneficiaries";

        (e)     "Capital Beneficiaries" shall include:

                (i)    ____________________; and

                (Ii) every child of ____________,

                any one of whom is sometimes referred to herein as a "Capital Beneficiary" and all of
                whom or any two or more of whom are sometimes referred to herein collectively as
                "Capital Beneficiaries";

        (f)     "Beneficiaries" shall include all Income Beneficiaries and Capital Beneficiaries;

        (g)     "child" and "children" and "issue" shall mean all legitimate, natural and adopted
                (under the law of any jurisdiction whatsoever) children and issue and shall also
                include any child or issue en ventre sa mere who may be born alive at any time
                hereafter (and for all purposes of this Settlement any such child or issue shall be
                deemed to be alive during the period in which he or she shall be en ventre sa mere)
                but shall not include a person born outside marriage nor a person who comes within
                the description traced through another person who was born outside marriage,
                provided that any person who has legally been adopted shall thereafter be regarded as
                having been born in lawful wedlock to his or her adopting parents and any person
                who is born outside marriage and whose natural parents subsequently marry each
                other shall thereafter be regarded as having been born in lawful wedlock to his or her
                parents and provided further, any person who is born outside marriage and who is
                raised by his natural mother and who has had during some period of time a normal
                relationship of child and mother shall be considered to be a child of his natural mother
                for all purposes of this Settlement and the issue of such person shall be considered to
                be issue of such natural mother for all purposes of this Settlement; for greater
                certainty "issue" shall not be confined to "children" but shall include children and all
                other lineal descendants or any person who shall have been or shall be adopted by any
                other person as his or her child shall not by reason of such adoption cease to be a
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                Beneficiary hereunder but shall, for the purpose of this Settlement, nevertheless
                remain a Beneficiary, and be entitled to and shall take his or her interest in the Trust
                Fund in the same manner and to the same extent as if he or she had not been so
                adopted;

        (h)     "person" shall (where the context so permits) include any individual, corporation,
                partnership, firm, association, syndicate, joint venture, organization, foundation, trust,
                government or governmental authority of any jurisdiction whatsoever (whether
                federal, provincial, state, or municipal);

        (i)     "Accumulation Date" shall mean the ____________ anniversary of the date of this
                Settlement or the maximum period of accumulation permitted by the laws of the
                governing jurisdiction;

        (j)     "Division Date" shall mean the earlier of:

                (i)    the date which is one day prior to the ______________ anniversary of the date
                       of this Settlement; and

                (ii)   such date as the Trustee may determine by instrument in writing.

        (k)     "living qualified child" shall mean a child of _____________ alive at the Division
                Date and any two or more of such children shall be referred to collectively as "living
                qualified children";

        (l)     "deceased qualified child" shall mean a child of ____________ who shall have died
                before the Division Date leaving issue him or her surviving and alive at the Division
                Date and any two or more of such children shall be referred to collectively as
                "deceased qualified children";

        (m)     "qualified child" shall mean a child of ____________ who is either a living qualified
                child or a deceased qualified child and any two or more of such children shall be
                referred to collectively as "qualified children";

        (n)     "spouse" shall mean, in reference to any other person, a person who:

                (i)    is married to such person and is cohabiting with such person at the time of such
                       determination; or

                (ii)   has in good faith gone through a form of marriage with such person which is
                       void or voidable and the two of them are cohabiting or have cohabited within
                       the previous twelve month period;

                provided that physical separation as a result of business or employment of either
                person or as a result of either person being ill or otherwise incapacitated and confined
                to a hospital or other institution or home shall not be considered to be a cessation of
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                cohabitation. Wherever payment or distribution is authorized or directed to be made
                to a spouse of a deceased person, such payment or distribution may only be made to a
                person to whom a payment or distribution might have been made as the spouse of
                such person immediately before such person's death. Before making any payment or
                distribution to a person as the spouse of a person, the Trustee may require such person
                to provide to the Trustee satisfactory evidence of that person's entitlement to such
                payment or distribution. The word, "spouse", shall not include a common-law spouse
                nor a lawful spouse of a Beneficiary who is living separate and apart from such
                Beneficiary in any manner whatsoever including, without limiting the generality of
                the foregoing, living separate and apart pursuant to an oral or written agreement or
                pending any divorce proceedings;

        (o)     "Income Tax Act", or any reference to a specific provision or specific provisions
                thereof, shall mean the Income Tax Act of the governing jurisdiction, as amended, or
                such provision or provisions, as the case may be, as amended from time to time, or
                any legislation in force of like or similar effect;

        (p)     "Advisor" means __________________ while he/she is alive, has capacity to act and
                is willing to so act, and at other times, whether during his lifetime or after his/her
                death, the person nominated to such office pursuant to the provisions of paragraph
                19.01 hereof.

2.02           All headings used in this Settlement have been inserted for convenience of reference
only, and are not intended to assist in the interpretation of any of the provisions of this Settlement.

3.00            TRANSFER TO TRUSTEE

3.01           The Settlor hereby gives and transfers unto the Trustee the Trust Property upon the
trusts and subject to the powers and provisions hereinafter contained.

3.02           The Trustee shall have the right at any time during the continuance of the Trust
hereby created to accept such further substituted or additional property which the Settlor or any other
person or persons may donate, sell or otherwise transfer or cause to be transferred to, or vest or cause
to be vested in, the Trust hereby created either personally or by testamentary act or disposition, but
the Trustee shall not be obligated to accept such further additional property from any person other
than the Settlor if by such acceptance the Settlor would cease to be the Settlor of the Trust.

4.00            DISTRIBUTION OF TRUST FUND

4.01          Subject to the provisions of paragraph 5.00 of this Settlement, until the Division Date,
the Trustee shall stand possessed of the capital and income of the Trust Fund and shall invest and
keep the same invested and shall pay and transfer the same to or for the benefit of the Beneficiaries
as follows:

        (a)     To pay and apply the whole or such part or parts of the income of the Trust Fund, as
                the Trustee shall from time to time in his unfettered discretion determine, to or for the
                benefit of any one or more of the Income Beneficiaries alive at the date of such
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                payment or payments, at such time or times and in such manner and in such amounts
                and in such shares or proportions (even to the complete exclusion of any one or more
                of such persons) as the Trustee shall in his unfettered discretion from time to time
                determine necessary or advisable for any reason whatsoever, and until the
                Accumulation Date to accumulate any such income not so paid or applied as aforesaid
                in any calendar year, such income so accumulated to be added to the Trust Fund and
                treated as a part thereof; after the Accumulation Date to pay to or apply on behalf of
                such one or more of the Income Beneficiaries, whether or not to the exclusion of any
                other Income Beneficiary or Income Beneficiaries, and in such proportions as the
                Trustee in his uncontrolled discretion determine, the whole of the net income, if any,
                derived from the Trust Fund;

        (b)     To pay and apply the whole or such part or parts of the capital of the Trust Fund, as
                the Trustee shall from time to time in his unfettered discretion determine, to or for the
                benefit of any one or more of the Capital Beneficiaries alive at the date of such
                payment or payments, at such time or times and in such manner and in such amounts
                and in such shares or proportions (even to the complete exclusion of any one or more
                of such persons) as the Trustee shall in his unfettered discretion from time to time
                determine necessary or advisable for any reason whatsoever.

4.02           Subject to the provisions of paragraph 5.00 of this Settlement, on the Division Date,
the Trustee shall stand possessed of the capital and income of the Trust Fund and shall pay and
transfer the same to or for the benefit of the Beneficiaries as follows:

        (a)     To hold the Trust Fund for the Beneficiaries or such one or more of them to the
                exclusion of any other Beneficiary or Beneficiaries and in such proportions and on
                such terms and conditions with respect to income and capital (including the giving of
                discretion to the Trustee and others) as the Trustee in his uncontrolled discretion may
                at any time and from time to time in writing either revocably or irrevocably appoint
                (without in any way infringing any rule against perpetuities), having regard to:

                (i)    the needs, both actual and anticipated, of the Beneficiaries, or any one or more
                       of them, for care, maintenance, education, and advancement in life or other
                       benefit;

                (ii)   the ability of any one or more of the Beneficiaries to manage capital for the
                       benefit of themselves, their spouses and their issue; and

                (iii) the ability and willingness of any one or more of the Beneficiaries to be
                      responsible members of their family and of their community.

        (b)     In the absence of an appointment as contemplated in subparagraph (a) of paragraph
                4.02, or to the extent that such appointment shall be invalid or shall not extend or take
                effect, to divide the Trust Fund into as many equal shares as there shall be qualified
                children and to allocate and set aside one such share in respect of each such qualified
                child and to hold such share in trust to be dealt with in the manner hereinafter
                provided:
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                (i)    to pay and transfer the capital and income of each share so allocated and set
                       aside in respect of a living qualified child to such living qualified child for his or
                       her own use absolutely upon the attainment by such living qualified child of the
                       age of thirty (30) years or upon the Division Date, whichever shall last occur,
                       and meanwhile to stand possessed of the capital and income of such share and to
                       pay and apply the whole or such part or parts of the capital and income of such
                       share (or so much thereof as shall from time to time remain), as the Trustee shall
                       from time to time in his unfettered discretion determine, to or for the benefit of
                       such living qualified child at such time or times and in such manner and in such
                       amounts as the Trustee shall in his unfettered discretion from time to time
                       determine necessary or advisable for any reason whatsoever, (any payment or
                       payments as aforesaid to be made firstly out of the income until the same is
                       exhausted, secondly out of the accumulated income (if any) until the same is
                       exhausted and lastly out of the capital of such share) and to deal with any
                       income not so paid or applied as aforesaid in any calendar year in the manner
                       hereinafter provided:

                       A. until the Accumulation Date to accumulate all such income, such income so
                          accumulated to be added to such share and treated as a part thereof; and

                       B. after the Accumulation Date to pay all such income arising after the
                          Accumulation Date to such living qualified child for his or her own use
                          absolutely;

                (ii)   to pay and transfer the entire share so allocated and set aside in respect of a
                       deceased qualified child to the issue of such deceased qualified child alive at the
                       Division Date in equal shares per stirpes for their own use absolutely;

                (iii) in the event that from time to time and at any time or times any living qualified
                      child shall die prior to attaining the age of _________ (____) years before the
                      whole of the capital of the share allocated and set aside in respect of such living
                      qualified child in accordance with this subparagraph (b) of paragraph 4.02 of
                      this Settlement and the accumulated income thereon (if any) shall have become
                      vested in possession in such living qualified child in accordance with clause (i)
                      of this said subparagraph (b), to pay and transfer the capital of such share (or so
                      much thereof as shall then remain) together with the accumulated income
                      thereon (if any), hereinafter referred to as the "undistributed part of such share",
                      to the issue of such living qualified child in equal shares per stirpes for their
                      own use absolutely, but if there shall be no such issue who shall survive such
                      living qualified child by thirty (30) days, to add the undistributed part of such
                      share, such share to be deemed and hereinafter referred to as an "Expired
                      Share", in equal proportions to and to reconstitute and to form part of the other
                      share or shares (other than an Expired Share or Expired Shares) allocated and
                      set aside in respect of the qualified children in accordance with this said
                      subparagraph (b), whether distributed or undistributed, to be treated for all
                      purposes as a part thereof; and
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                (iv) in the event that, upon the Division Date, any share of the Trust Fund is,
                     pursuant to any of the foregoing provisions of this subparagraph (b) of
                     paragraph 4.02 of this Settlement, held in trust for a Beneficiary who has not
                     attained the age of __________ (___) years, the capital and the income of the
                     said share shall thereupon vest absolutely in such Beneficiary as if he or she had
                     on such day attained the age of _________ (___) years.

4.03           Notwithstanding anything to the contrary contained herein, in all circumstances the
Trustee shall have the absolute and unfettered discretion at any time, whether before or after the
Division Date, to encroach upon the capital of the Trust Fund in favour of any person who has or
may have an interest, vested or contingent, in the Trust Fund and in this respect the Trustee shall not
be obligated to maintain an even hand as between the Beneficiaries, whether as to income or as to
capital.

5.00            SATISFACTION OF CAPITAL INTERESTS

5.01           Notwithstanding the provisions of Article 4.00 of this Settlement, the Trustee shall
have unfettered discretion and authority from time to time and at any time or times to distribute any
property or properties in the Trust Fund (as it shall be comprised from time to time) to any one or
more of the Beneficiaries in satisfaction of all or any part of any capital interest or capital interest of
such Beneficiary or Beneficiaries from time to time, (and for such purposes "capital interest" shall
have the meaning ascribed thereto by the Income Tax of the governing jurisdiction, and in exercising
such discretion and authority the Trustee is to have regard to, and may exercise his discretion and
authority on the basis of, the effect of the application of the applicable sections of the Income Tax of
the governing jurisdiction. If any particular property or properties in the Trust Fund from time to
time are not distributed to one or more of the Beneficiaries, as the case may be, prior to the date on
which such property or properties shall be deemed to have been disposed of by this Settlement as
provided in the Income Tax of the governing jurisdiction, any such exercise by the Trustee of the
discretion and authority hereinbefore provided shall be binding on all the Beneficiaries whether or
not such would have the effect of conferring an advantage on any one or more of the Beneficiaries at
the expense of any one or more of the other Beneficiaries or could otherwise be considered but for
the foregoing as not being an impartial exercise by the Trustee of his duties, powers and discretions
under this Settlement or as not being the maintaining of an even hand among the Beneficiaries.

6.00            CAPITAL AND INCOME

6.01         Except as is expressly otherwise provided, whenever the words "capital" and
"income" appear in this Settlement, they shall be interpreted without reference to the provisions of
the Income Tax Act of the governing jurisdiction.

6.02           Notwithstanding the foregoing, the Trustee shall have full power and unfettered
discretion from time to time and at any time or times to deem any portion of any sums or proceeds
received or distributed hereunder (except any such sums or proceeds arising after the Accumulation
Date which are income, determined without reference to this paragraph 6.02 of this Settlement) to be
capital, whether or not such portion would have been capital but for this said paragraph 6.02, and/or
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to deem any portion of such sums or proceeds to be income, whether or not such portion would have
been income but for this said paragraph 6.02, and for all purposes of this Settlement any portion of
such sums or proceeds which shall have been so deemed to be capital or income as the case may be,
shall be dealt with as actual capital or income, as the case may be, and without limiting the
generality of the foregoing the power and discretion of the Trustee hereunder shall extend to the
following receipts or disbursements:

        (a)     all stock dividends received by the Trustee in connection with any shares or stock
                from time to time held by the Trustee as part of the Trust Fund; and

        (b)     any distribution of accumulated surpluses made in accordance with Section 83 or
                Section 84 of the Income Tax Act, whether or not such distribution is made by way of
                stock dividend;

provided, however, that the Trustee shall have no power or discretion to deem a portion of such
sums or proceeds to be capital pursuant to the provisions of this said paragraph 6.02 if to so deem
would have the effect, directly or indirectly, that income, determined without reference to this said
paragraph 6.02, shall be directed to be wholly or partially accumulated after the Accumulation Date.

7.00            INTERESTS OF MINORS

7.01            If any Beneficiary shall acquire a vested interest in any share, portion, part or parts of
the Trust Fund before attaining the age of majority, subject to the provisions of Article 4.00 of this
Settlement and the applicable law against accumulations, the interest of such Beneficiary shall be
held and kept invested by the Trustee and the income and capital, or so much thereof as the Trustee
shall in his unfettered discretion determine necessary or advisable, shall be paid, applied or used for
the benefit of such Beneficiary until he or she attains the age of majority.

7.02          In making from time to time and at any time or times any payment or transfer to, or in
applying any amounts to or for the benefit of, any Beneficiary under the age of majority in
accordance with the provisions of this Settlement, the Trustee are hereby authorized and empowered
to make such payment or transfer, or apply such amounts, to any one or more of the following per-
sons:

        (a)     such Beneficiary;

        (b)     any parent of such Beneficiary;

        (c)     the legal guardian of such Beneficiary; and

        (d)     any other person or persons, whether or not the legal guardian of such Beneficiary,
                who, in the sole and unfettered opinion of the Trustee, shall have the care and custody
                of such Beneficiary; and the Trustee shall not be under any obligation to see the
                application of any funds so paid, transferred or applied and the receipt of the recipient
                thereof shall be a good and sufficient discharge to the Trustee.

8.00            RESTRAINT ON ALIENATION

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8.01            Notwithstanding anything hereinbefore contained with respect to income or capital
payable to or for the benefit of any person under the provisions of this Settlement the same shall be
paid to him or her personally or for his or her benefit unless and until, prior to the full performance
of the trusts hereby created, he or she shall have committed or suffered, or does or attempts to do or
suffers to be done, any act or thing, or until any event happens, whereby if the said income or capital
were payable to him or her absolutely he or she would or might be deprived of the right to receive or
retain the same or any part thereof, and from and after the determination or failure of such trust in
the lifetime of any such person the Trustee shall pay or apply the income or capital during the
remainder of the lifetime of any such person, or when such person otherwise might be entitled to
distribution, to or for the benefit of all or any one or more exclusively of the others of the following
persons namely any such person, his or her wife or husband, his or her children or remoter issue or
any other person or persons entitled to receive income or capital hereunder in the absolute discretion
of the Trustee (other than the person concerned if such is a Trustee) who shall not be liable to
account for the exercise of such discretion.

9.00            ADDITIONAL TRUSTEE POWERS

9.01           In addition to all other powers vested in trustees by law or otherwise and without in
any way restricting the general powers, discretions and authority in this Settlement given to the Trus-
tee, the Trustee, without the interposition of any person entitled hereunder, shall have from time to
time and at any time or times power, discretion, and authority as follows:

        (a)     to retain, invest, or reinvest, any cash funds or property constituting the whole or any
                part of the Trust Fund in any investments, including without limiting the generality of
                the foregoing any shares, stocks, bonds, debentures, mutual fund units, notes, mortga-
                ges, real or personal property or securities, which the Trustee shall in his unfettered
                discretion determine to be advisable, without being limited to investments authorized
                by law for trustees, and any or all of such investments may, in the unfettered
                discretion of the Trustee, be low or non-income producing property whether or not
                such property is likely in the opinion of the Trustee to undergo capital appreciation
                and whether or not such would have the effect of conferring an advantage on any one
                or more of the Beneficiaries at the expense of any one or more of the other Beneficiar-
                ies or could otherwise be considered but for the foregoing as not being an impartial
                exercise by the Trustee of his duties hereunder or as not maintaining an even hand
                among the Beneficiaries;

        (b)     to retain, apply for or purchase, alone or jointly with any other person as an
                authorized investment of the Trust Fund, life insurance (which shall mean for the
                purpose of this subparagraph (b) all forms of life insurance presently or at any time in
                the future sold by any life insurance company, and, without limiting the generality of
                the foregoing, shall include whole life insurance, term insurance, group insurance, and
                endowment insurance) on the life of, and/or accident insurance with respect to
                accidents which may befall, any person whether or not the Trust Fund or the
                Beneficiaries or any of them have or has an insurable interest in the life of such
                person; to apply for or accept as assignee, for a consideration or as a donation to the
                Trust Fund, any life insurance policy or policies or any interest therein on the life of
                any such person and/or any policy of accident insurance or interest therein with
                respect to any such person and/or the benefits under any such policy or policies; to
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                use and apply any portion of the capital or income of the Trust Fund in the payment of
                premiums upon or for the purpose of maintaining in force any such insurance,
                whether applied for and purchased by the Trustee or accepted by him as assignee or
                donee; any insurance so purchased, donated or otherwise acquired and held by the
                Trustee shall be deemed to be an authorized investment for the purpose of the Trust
                Fund and whenever the Trustee shall pay any premium on any such insurance, they
                shall be deemed to have made an authorized investment; the proceeds of any such
                policy of insurance (or the interest in any such policy of insurance held by the Trust
                Fund) shall be payable and paid to the Trustee and when received by him shall
                constitute part of the Trust Fund and be held on the Trusts herein declared with
                respect thereto; to exercise all and any rights and powers howsoever available to the
                Trustee at law or under the terms of any policy applied for, purchased, donated or
                otherwise acquired by the Trustee, entirely within the unfettered discretion of the
                Trustee; to retain, apply for, or purchase, alone or jointly with any other person, as an
                authorized investment of the Trust Fund, annuities for one or more of the
                Beneficiaries (other than a sole Trustee hereof) and to select such type of annuity and
                mode of payment therefore as the Trustee shall in his unfettered discretion determine
                advisable, and to retain, apply for or purchase, alone or jointly with any other person,
                as an authorized investment of the Trust Fund, insurance against fire, other casualty or
                public liability or other insurance of a similar character, provided that the Trustee
                shall not be liable for any omission to purchase any such insurance or to purchase a
                particular amount of such type of insurance;

        (c)     if at any time or times the Trustee in his unfettered discretion shall determine that it is
                no longer advisable to continue to maintain in force or to hold any life insurance
                contract, or any other insurance contract, as part of the Trust Fund, to dispose of such
                life insurance or other insurance contract in such manner, at such time and for such
                price and upon such terms as he in his absolute discretion considers advisable;

        (d)     without being liable for any loss occasioned thereby to enter into or continue any
                business or businesses, whether or not such business or businesses is or are now
                owned by any corporation or corporations, either alone or in partnership or associa-
                tion with any person or persons for such length of time as the Trustee shall in his
                unfettered discretion determine to be in the best interest of the Trust Fund and the
                Beneficiaries provided that the Trustee shall be indemnified out of the Trust Fund for
                any loss, liability, costs or expenses suffered or incurred by reason of carrying on
                such business or businesses, and the Trustee may do all things he shall consider in his
                unfettered discretion necessary or advisable for the carrying on of any such business
                or businesses, and in particular, but without limiting the generality of the foregoing:

                (i)    he may employ in any such business or businesses for effectually carrying it or
                       them on, or withdraw therefrom, all or any part of the capital or income of the
                       Trust Fund from time to time, with or without taking security;

                (ii)   they may from time to time upon the expiration of the term of any partnership
                       renew the same for any period, determined or otherwise, and at any time or
                       times vary any or all of the terms contained in any partnership articles; and

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                (iii) they may arrange and agree as to the introduction at any time or times of any
                      person or persons as a partner or partners therein and in the case of any business
                      operated by a corporation, of any person or persons as a shareholder of such
                      corporation, and as to the division of the profits thereof, or the payment of any
                      sum or sums in lieu of the profits thereof, and as to the hiring or employment
                      of any person or persons therein (including any one or more of the Trustee and
                      the Beneficiaries) at such salary or remuneration as they shall think proper, and
                      as to the extension or curtailment of the business thereof or the adoption of any
                      new line of business;

        (e)     at the expense of the Trust Fund to incorporate or to cause to be incorporated alone or
                in conjunction with any person or persons one or more corporations (any portion of
                the outstanding shares of which may form part of the Trust Fund) under the laws of
                the State of _____________ or any other jurisdiction, which corporation or
                corporations may have whatever objects and undertakings and continue to carry on
                any business or businesses that the Trustee shall in his unfettered discretion determine
                to be in the best interest of the Trust Fund and the Trustee may in his unfettered
                discretion at any time or times sell, convey or otherwise transfer any part or parts of
                the Trust Fund for the time being (including any business or businesses) to any such
                corporation at any such prices and subject to such terms and conditions as the Trustee
                shall in his unfettered discretion determine advisable and in consideration for any
                such sale, conveyance or transfer may accept cash, negotiable instruments, real or
                personal property or securities (including common, preference and/or special shares in
                the capital of such corporation) whether or not such securities have been issued by
                such corporation and any such consideration so received shall be an authorized
                investment under this Settlement;

        (f)     to sell, transfer, assign, exchange, convey, mortgage, lease, grant options with respect
                to or otherwise dispose of the whole or any part of the property, securities or
                investments from time to time constituting the Trust Funds, in any manner and at any
                price and upon such terms and conditions as the Trustee shall in his unfettered
                discretion determine advisable and the Trustee shall not be bound to secure the
                consent or approval of any person, official, authority, tribunal or court whomsoever or
                whatsoever, and for greater certainty but not so as to restrict the generality of the
                foregoing from time to time to sell, transfer, assign, exchange, convey, mortgage,
                lease, grant options with respect to or otherwise dispose of the whole or any part of
                such property, securities or investments to any corporation or corporations or to any
                trust or trusts in which any one or more of the Beneficiaries have or has or may from
                time to time have an interest at such price or prices and upon such terms as the
                Trustee shall in his unfettered discretion consider advisable and to accept as payment
                therefore, in the case of a corporation, such shares, evidences of indebtedness or other
                securities of such corporation, whether or not secured and whether or not interest-
                bearing or, in the case of a trust, such securities held in such trusts or evidences of
                indebtedness, whether or not secured and whether or not interest-bearing, as the
                Trustee shall in his unfettered discretion consider advisable and any such sale so made
                or the price paid or the manner of payment or the other terms agreed upon in reference
                thereto shall not be subject to question by any person who may be entitled hereunder
                or by any person, official, authority, court or tribunal whatsoever and whomsoever;
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        (g)     to renew and keep renewed any mortgage or mortgages upon any assets from time to
                time forming any part of the Trust Fund and to borrow money on the security by way
                of mortgage or otherwise of any assets from time to time forming any part of the
                Trust Fund and to pay off or renegotiate any mortgage or mortgages which may be in
                existence at any time;

        (h)     if at any time and for so long as any real or leasehold property shall form part of the
                Trust Fund to manage such property and to make such ordinary and extraordinary
                repairs and such alterations and improvements thereto or thereon as the Trustee shall
                in his unfettered discretion determine advisable, to raze buildings and erect new
                buildings, to subdivide and plot such property, to lay out and dedicate ways and
                public places, to grant or release easements and to enter into partition, party wall and
                boundary line agreements and agreements of any other kind with respect to such
                property, to make any payment for such repairs, alterations and improvements or in
                connection with such management out of the capital and/or income of the Trust Fund
                as the Trustee shall in his unfettered discretion determine advisable, and further, to let
                or lease at any time and from time to time such property or interest in such property
                from month to month, year to year, or for such term or terms of months or years, to
                begin presently or in the future, as the Trustee shall in his unfettered discretion
                determine advisable, even though such lease or leases shall be for a term or terms
                exceeding that authorized by law and be beyond the date of the termination of any of
                the trusts herein created, such leases to be with such options to the lessees of renewal
                and/or purchase or for the purchase or disposal of buildings thereon or to be placed
                thereon, and upon such covenants, terms, conditions, agreements and provisions as
                the Trustee shall in his unfettered discretion determine advisable, and to accept
                surrenders of leases and tenancies, to expend money in repairs and improvements and
                generally to manage any such property so leased; and with a view to the sale thereof
                to give any options the Trustee shall in his unfettered discretion consider advisable;
                and in connection with the foregoing to make, execute, acknowledge, and deliver any
                and all instruments that the Trustee shall in his unfettered discretion determine
                necessary, proper, or advisable;

        (i)     to acquire, in any manner whatsoever, any interest or interests, whether whole or
                fractional or undivided, in any real, leasehold or personal property or properties,
                including without limiting the generality of the foregoing, any interest or interests,
                whether whole or fractional or undivided, with other persons as tenants in common, as
                joint tenants or as partnership property;

        (j)     to exercise all voting powers attaching to and all rights incidental to the ownership
                of stocks, shares, bonds or other securities and investments and property held as
                part of the Trust Fund, and to delegate his discretionary powers in respect thereof;
                to sell or exercise any subscription rights and to exercise options, conversions,
                privileges or rights to subscribe for additional securities held as part of the Trust
                Fund from time to time and in connection with the exercise of subscription rights,
                to use moneys of the Trust Fund for such purpose; to enter into any agreements in
                respect of the ownership of stocks, shares, bonds or other securities which at any
                time form part of the Trust Fund; to consent to, participate in or join in any plan,
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                dissolution, merger, consolidation, arrangement or sale with respect to any
                corporation the stocks, shares, bonds or other securities of which at any time form
                part of the Trust Fund; to authorize the sale of the assets or undertaking or a
                substantial portion of the assets or undertaking of any such corporation; to vote for
                the election of himself or his nominees to any executive office or to membership
                on any board of directors or executive or other committee of any such corporation,
                and to serve in any such office or on any such board of committee, and accept and
                receive remuneration for such services without diminution of compensation as
                Trustee hereunder; generally to act in respect of such securities and investments as
                fully and effectually from time to time as if the same were not property of the
                Trust Fund, but always for the benefit of the Trust Fund and the Beneficiaries;
                provided that notwithstanding the foregoing and without restricting the generality
                of the foregoing the Trustee may act in respect of any such securities and
                investments in circumstances in any way relating to (1) the payment by any such -
                corporation of a dividend referred to in the Income Tax Act of the governing
                jurisdiction, or (2) the conversion of shares from one class to another to receive
                either taxable dividends or dividends referred to in the Income Tax of the
                governing jurisdiction, and the making of any election with respect thereto
                referred to in such subsection, as fully and effectually from time to time as if the
                same were not part of the Trust Fund and any action so taken by the Trustee shall
                be binding on all the Beneficiaries whether or not such would have the effect of
                conferring an advantage on any one or more of the Beneficiaries at the expense of
                any one or more of the other Beneficiaries or could otherwise be considered but
                for the foregoing as not being an impartial exercise by the Trustee of his duties,
                powers and discretions under this Settlement or as not maintaining an even hand
                among the Beneficiaries;

        (k)     notwithstanding anything herein otherwise contained or any rule of law to the
                contrary, to purchase as an investment or as part of the Trust Fund and to hold as part
                of the Trust Fund, any property, real or personal, from any person, whether owned by
                such person in his personal capacity or otherwise, who may be a Beneficiary
                hereunder, a Trustee (other than a sole Trustee) hereunder, the Settlor, the spouse of
                the Settlor or any other trust under which the Settlor, a Beneficiary or a Trustee here-
                under may be the settlor, one of the settlors, the trustee or one of the trustees, whether
                during the lifetime of any such person or forming part or all of the estate of such
                person, or forming part or all of the property comprised in such other trust, as the case
                may be, at such prices (payable in cash or on credit or part in cash and part on credit),
                not to exceed fair market value, and subject to such terms and conditions as the
                Trustee shall in his unfettered discretion determine advisable and any such purchase
                so made; or the price paid or terms and conditions agreed upon in reference thereto,
                shall not be subject to question by any person who may be entitled hereunder or by
                any person, official, authority, court or tribunal whatsoever and whomsoever;

        (l)     notwithstanding anything herein otherwise contained or any rule of law to the
                contrary, to sell, convey or transfer any of the property, real or personal, from time to
                time forming all or part of the Trust Fund to any person, whether in his personal

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                capacity or otherwise, who may be a Beneficiary hereunder, a Trustee (other than a
                sole Trustee) hereunder, the spouse of the Settlor or any other trust under which the
                Settlor, a Beneficiary or a Trustee hereunder may be the settlor, one of the settlors, the
                trustee or one of the trustees, at such prices (payable in cash or on credit or part in
                cash and part on credit), not to be less than fair market value, and subject to such
                terms and conditions as the Trustee shall in his unfettered discretion determine
                advisable and any such sale, conveyance or transfer so made, or the price paid or
                terms and conditions agreed upon in reference thereto, shall not be subject to question
                by any person who may be entitled hereunder or by any person, official, authority,
                court or tribunal whatsoever or whomsoever;

        (m)     to divide, allocate and set aside shares, portions or parts of the Trust Fund and to
                make payments, transfers, applications, provisions or distributions which may be
                required under the terms hereof in whole or in part in money, securities or other
                property, real or personal, and on every division or distribution, the decisions of an
                apportionment by the Trustee and all valuations made by the Trustee shall be binding
                and conclusive on all persons whomsoever;

        (n)     in his absolute discretion to appropriate any part of the Trust Fund in the actual
                condition or state of investment thereof at the time of the appropriation in or towards
                satisfaction of the whole or any part or parts of the share or portion of the Trust Fund,
                or his interest therein, of any Beneficiary which to the Trustee in his unfettered
                discretion shall seem just and reasonable according to the respective rights of the
                Beneficiaries;

        (o)     to borrow funds from any source whatsoever including any Trustee hereunder (in any
                currency whatsoever) for, or to advance funds (in any currency whatsoever) to, the
                Trust Fund on the security of all or any part of the Trust Fund or without security and
                to use any funds so borrowed or advanced for any purpose hereunder as the Trustee in
                his unfettered discretion may deem advisable including but without limiting the
                generality of the foregoing the making of any investment authorized by the provisions
                of this Settlement;

        (p)     to make advances or loans (upon any security which the Trustee shall in his unfettered
                discretion determine sufficient or without security) to any person, or to guarantee the
                contracts, debts or liabilities of, or to otherwise assist any person or corporation in
                which the Trust Fund may be directly or indirectly interested through stock debt
                ownership or otherwise and to give security on all or any part of the Trust Fund for
                any liability so incurred;

        (q)     to enter into any agreement with any person with respect to any property forming part
                of the Trust Fund that the Trustee in his unfettered discretion may deem to be in the
                interest of one or more Beneficiaries;

        (r)     to employ and pay for such professional, expert, specialized or other assistance as the
                Trustee may deem requisite in the discharge of his duties as Trustee and, without
                restricting the generality of the foregoing, in the event that any one or more of the
                Trustee shall be a barrister, solicitor, chartered accountant or other person engaged in
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                any profession or business, to employ such person and to pay such person or persons
                all usual professional and other charges for business transacted, time expended, and
                acts done by him, his clerk or his firm in connection with the trusts hereof including
                any act which such Trustee or Trustee not being a barrister, solicitor, chartered
                accountant, or other person engaged in any profession or business could have done
                personally;

        (s)     to employ one or more investment counsel, money managers or other financial
                advisor in any jurisdiction or jurisdictions whatsoever as his agent to provide such ad-
                vice, make such decisions and perform such duties and obligations relating to the
                investment and other financial affairs of this Settlement consistent with the instruc-
                tions of the Trustee and otherwise to manage all or any part of the Trust Fund in the
                manner authorized and directed by the Trustee and in his absolute discretion the
                Trustee may terminate or revoke any such agency or agencies at any time and if they
                so desire to employ in substitution therefore, for the purposes hereinbefore mentioned,
                any other investment counsel, money manager, or other financial advisor; and for the
                purposes hereinbefore mentioned the Trustee may pay to any investment counsel,
                money manager, or other financial advisor so employed such remuneration as the
                Trustee shall in his absolute and uncontrolled discretion consider appropriate;

        (t)     to act on the opinion or advice of or information obtained from any attorney,
                accountant, financial adviser, valuer, surveyor, broker, auctioneer or from other
                experts and professional persons, and the Trustee shall not be responsible for any loss,
                depreciation or damage occasioned by acting, or not acting, in accordance therewith;

        (u)     to determine all questions and matters of doubt which may arise in the course of the
                management, administration, realization, liquidation, partition or winding up of the
                Trust Fund;

        (v)     to institute and defend proceedings at law and to proceed to the final determination
                thereof or comprise the same as the Trustee shall in his unfettered discretion deter-
                mine to be advisable;

        (w)     to hold the Trust Fund or any part or parts thereof at any place or places and to move
                the same from time to time from place to place inside or outside _______________
                (enter State);

        (x)     to deposit any cash funds forming part of the Trust Fund at any time in any chartered
                bank or trust company duly registered to carry on the business of a trust company in
                the jurisdiction in which such deposit is made;

        (y)     to employ any trust company duly authorized to carry on the business of a trust
                company in ________________ (enter State) or in any other jurisdiction in which any
                of the assets comprised in the Trust Fund may be situate as his agent to retain custody
                of all or any part of the Trust Fund, to keep all or any accounts pertaining to all or any
                part of the Trust Fund, to maintain books or account, to receive and disburse moneys
                and to perform any clerical duties in connection with all or any part of the Trust Fund
                in accordance with the instruction of the Trustee and otherwise to manage all or any
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                part of the Trust Fund in the manner authorized and directed by the Trustee and in his
                absolute discretion the Trustee may terminate or revoke any such agency at any time
                and if they so desire to employ in substitution therefore, for the purposes hereinbefore
                mentioned, any other trust company duly authorized to carry on the business of a trust
                company in ______________ (enter State) or such other jurisdiction, and for the
                purposes hereinbefore mentioned the Trustee may pay to any such trust company so
                employed such remuneration as the Trustee shall in his unfettered discretion consider
                appropriate; and

        (z)     whenever for any reason it shall become necessary, advisable or expedient in the
                opinion of a majority of the Trustee to register or otherwise record the ownership,
                right, interest or title of this Settlement of, in or to any asset forming part of the Trust
                Fund, to register or otherwise record such ownership, right, interest or title in the
                name of any nominee approved by a majority of the Trustee, which nominee may be
                any of the Trustee, to act as nominee for and on behalf of this Settlement.

10.00           INCOME TAX ACT

10.01           The Trustee shall have full, absolute and unfettered discretion from time to time and
at any time or times to make, or not make, any election, determination or designation, or to do, or not
do, any other act, deed or thing, or exercise any discretion or authority, as trustees of this Settlement,
referred to in any provision or provisions of the Income Tax Act of the governing jurisdiction, which
they shall deem to be in the best interests of the Trust Fund and the Beneficiaries, whether or not
such would have the effect of conferring an advantage on and one or more of the Beneficiaries at the
expense of any one or more of the other Beneficiaries or could otherwise be considered but for the
foregoing as not being an impartial exercise by the Trustee of his duties hereunder or as not
maintaining an even hand among the Beneficiaries, and all such exercises of his discretion shall be
binding upon all the Beneficiaries and shall not be subject to question by any person, official,
authority, court or tribunal whatsoever or whomsoever.

11.00           VALIDITY OF INSURANCE POLICIES

11.01          The Trustee shall not be responsible for the form, genuineness, validity, sufficiency or
effect of any policy of insurance at any time forming part of the Trust Fund, or for the act of any
person which may render any such policy null and void, or for the failure of the insurance company
or issuing body to make payment under such policy when proceeds thereunder become due and
payable, or for any delay occasioned by reason of any restriction or provision contained in any such
policy, or if for any reason (other than, subject to subparagraph (c) of paragraph 9.01 of this
Settlement, failure to pay premiums as provided for in this Settlement) any policy shall lapse or the
proceeds thereunder otherwise become uncollectible, provided that the Trustee shall be liable for the
payment of premiums only to the extent of the assets from time to time available in the Trust Fund to
satisfy the premium payments.




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12.00           LIABILITY FOR DEATH TAXES

12.01          The Trustee shall be entitled, in the event of the Trust Fund or any part thereof
becoming liable to or subject to succession duties, probate duties, probate fees, inheritance taxes,
estate taxes or death duties or any of them pursuant to the laws of any jurisdiction by reason of the
death of the Settlor or any other person, and in the event that such deceased person shall not have
made alternative arrangements for payment thereof, to pay out of the Trust Fund such amount of
such duties, fees or taxes, and for such purposes to sell such part or parts of the Trust Fund for the
time being as may be necessary.

13.00           EXPENSES OF ADMINISTRATION

13.01           The customary expenses in connection with the administration of this Settlement,
including the remuneration and charges of the Trustee hereinafter provided for and of the investment
and reinvestment of any part of the Trust Fund and the collection of income and other sums deriv-
able therefrom, shall be charged against the income of the Trust Fund but if such income is
insufficient for the purpose, then the same shall be charged against the capital of the Trust Fund, or
so much thereof as may be required in addition to the income for the purpose.

14.00           TRUSTEE'S FEES

14.01           The Trustee, other than the Settlor if and so long as he shall be a Trustee hereunder,
shall be entitled to charge and be paid from the Trust Fund and income therefrom such remuneration
as shall be agreed upon from time to time by the Trustee and, in default of agreement, such amount
as shall be ordered by a judge of the State of __________________, or any other Court of competent
jurisdiction provided that it is expressly agreed that the Trustee shall not be entitled to any
remuneration for the realization upon maturity or otherwise of the proceeds payable under any policy
of insurance and provided further that notwithstanding the foregoing the Settlor shall not be entitled
to any remuneration as a Trustee hereunder.

15.00           APPOINTMENT AND REMOVAL OF TRUSTEE

15.01           Any Trustee may at any time resign from the office of Trustee hereof on giving not
less than thirty (30) days' notice addressed to the other Trustees (if any) and the Advisor, but if there
be no other Trustees, to the Advisor alone.

15.02          Any Trustee, other than Brian Molloy, may be removed from office by an instrument
in writing signed by all other Trustees (if any) and the Advisor, but if there be no other Trustees,
then by the Advisor alone.

15.03          The number of Trustees may from time to time be increased by an instrument in
writing signed by a majority of the Trustees and the Advisor.

15.04           The Advisor shall be entitled by instrument in writing to appoint any person as a
Trustee to fill any vacancy occurring in the office of Trustee hereunder by reason of a resignation, a
removal or an increase in the number of Trustees or for any other reason whatsoever.


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15.05          The office of a Trustee shall be ipso facto determined and vacated if such Trustee,
being an individual, shall be found to be a mentally incompetent person, or if he shall be declared
bankrupt or insolvent, becomes a non-resident of ___________ within the meaning of the Income
Tax Act of the governing jurisdiction or if such Trustee, being a company, shall enter into liquida-
tion, whether compulsory or voluntary, and not being merely a voluntary liquidation for the purposes
of amalgamation or reconstruction.

15.06          No person who from time to time may be a Trustee hereof whether original,
substituted or additional shall at any time be required to remain in or be a resident of ____________
(enter State).

15.07           In the event of a death or retirement of any Trustee hereof or upon the occurrence of
any of the events to which reference is made in paragraph 15.05, the Advisor shall forthwith appoint
a substitute, other or additional Trustee hereof.

15.08          Notices of all changes in the trusteeship hereunder shall be endorsed on or attached to
this Settlement and shall be signed by the surviving or continuing Trustee or Trustees and every such
notice shall be sufficient evidence to any person having dealings with the Trustee for the time being
hereof as to the facts to which it relates. Every person so appointed as a Trustee hereunder shall, as
well before as after the Trust Fund becomes by law or by assurance or otherwise vested in him or
her, have the same powers, authorities and discretions, and may in all respects act as if he or she had
been originally appointed a Trustee by this Settlement.

16.00           TRANSFER OF TRUST FUND TO OTHER TRUST

16.01          Notwithstanding any of the trusts, powers and provisions herein contained but subject
to paragraph 17.01 hereof, the Trustee may in his unfettered discretion from time to time and at any
time or times, without infringing the rule against perpetuities applicable to this Settlement, transfer
and convey the whole or any share, portion, part or parts of the Trust Fund save and except any such
share, portion, part or parts which shall have indefeasibly vested in possession in one or more of the
Beneficiaries, to any other trust or settlement whether established under or pursuant to the laws of
_________________ (enter State), any other State of _____________ or any other jurisdiction
whatsoever, to be held by the trustees of such other trust or settlement with and subject to the powers
and provisions of such other trust or settlement, provided that such other trust or settlement shall not
infringe the rule against perpetuities applicable to this Settlement and one or more of the
Beneficiaries (who are not Trustee hereunder) of this Settlement alive at the date of such transfer and
conveyance shall be one or more of the beneficiaries of such other trust or settlement and upon such
transfer and conveyance being made the trusts herein declared concerning the property comprised in
such transfer and conveyance shall cease and determine and the said property shall for all purposes
be subject to the trusts, powers, and provisions contained in such other trust or settlement and be
subject to and governed by the law of such other trust or settlement whether or not such law shall be
the proper law of this Settlement.




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17.00           LIABILITY OF TRUSTEE

17.01          Every discretion or power hereby or by law conferred on the Trustee shall be an
unfettered and absolute and uncontrolled discretion or power. In cases where a vote or decision has
been taken by the Trustee or by a majority of them, as the case may be, no dissenting or abstaining
Trustee who acts in good faith shall be personally liable for any loss or claim whatsoever arising out
of any acts or omissions which result from the exercise of any such discretion or power, regardless
of whether such Trustee assists in the implementation of the decision.

17.02          Any and all bills of exchange, promissory notes, cheques, powers of attorney,
transfers, papers, documents or other instruments in writing requiring at any time and from time to
time to be executed for or on behalf of this Settlement shall be validly executed, when there are more
than two Trustee, if signed by any two thereof, and when there are two or less than two Trustee if
signed by one of the Trustee.

17.03          No Trustee shall be liable for any error of judgment or mistake of law or other
mistake or for anything save the wilful neglect or default of such Trustee or the wilful misconduct of
such Trustee or wilful breach of the terms of this Settlement by such Trustee and each Trustee shall
be indemnified and held harmless against any claims and/or losses (except those arising from the
wilful neglect or default of such Trustee or the wilful misconduct of such Trustee or wilful breach of
the terms of this Settlement by such Trustee), death duties, taxes, and impositions arising in
connection with the Trust Fund or any part thereof.

17.04           The Trustee shall be exempt from the giving of any bond or security in connection
with the administration of the Trust Fund and the discharge of the trusts hereby created in any
country, state, province, territory or other jurisdiction, the laws of any such country, state, province,
territory or other jurisdiction notwithstanding.

18.00           OTHER TRUSTEE PROVISIONS

18.01          Any of the Trustees who is a solicitor, chartered accountant or other professional or
business person may charge and be paid out of the Trust Fund or the income therefrom or both in
such proportions as the Trustees see fit such Trustee's usual professional fees or other charges for all
work and business done and time expended by him in connection with the administration of the
trusts herein contained, including matters which a Trustee not being in any profession or business
could have done personally.

18.02         The Trustee may adopt any rules and regulations which they may from time to time
deem proper to govern his own procedure.

18.03          All questions requiring action by the Trustee shall be determined by a majority of the
Trustee for the time being in office, or, if there are two or fewer Trustee in office, by all of the
Trustee then in office, and the Trustee may act either by a resolution passed by a majority thereof at
a meeting or by an instrument in writing signed by a majority thereof, or, if there are two or fewer
Trustee in office, by all of the Trustee then in office, and any such decision or act of a majority or all
of the Trustee shall, for all purposes of this Settlement be deemed the decision or act of the Trustee.
Notwithstanding the foregoing, the Trustee may from time to time designate certain acts or decisions
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which may be effectually done or taken by one Trustee acting alone and any such decision or act
done or taken by a sole Trustee in accordance with such designation shall, for all purposes of this
Settlement be deemed the decision or act of the Trustee.

18.04          Every deed or instrument of every nature or description executed by a majority of the
Trustee for the time being in office shall be as valid, effectual and binding as if executed by all.

18.05           Any one of the Trustee may notwithstanding his trusteeship purchase any part or parts
of the trust fund whether real or personal or both and whether at public auction or by private contract
provided that in the latter case the sale shall be at such price or prices and subject to such terms and
conditions and either for cash or credit or for part cash and part credit as the other or others of the
Trustee shall consider fair and reasonable.

19.00           REPLACEMENT OF THE ADVISOR

19.01          __________________ shall have the power by instrument in writing, either revocable
or irrevocable, to nominate the person or persons, including himself, who shall become the Advisor
upon the happening of either of the following events:

        (a)     the death of the Advisor (or of any successor to him in the office of Advisor); or

        (b)     the Advisor or such successor to the Advisor becoming unwilling to act or incapable
                of acting in the office of Advisor; or

        (c)     the Trustee passing a resolution for the removal or replacement of the Advisor.

Upon the death or mental incapacity of ________________, any such nomination to fill a vacancy in
the office of Advisor may be made on his behalf by his personal representatives, his attorney or
committee, as the case may be.

20.00           TRUST IRREVOCABLE BY SETTLOR

20.01         The Settlement hereby made shall be irrevocable by the Settlor and notwithstanding
anything herein expressed or implied no part of the capital or income of the Trust Fund shall be paid
or lent or applied to or for the benefit of the Settlor, in any manner or in any circumstances
whatsoever.

21.00           PERSONAL PRONOUNS

21.01          In this Settlement, any personal pronoun relating to the Trustee and used therewith
and any other personal pronoun used herein with reference to the Settlor or to any one or more of the
Beneficiaries shall be read and construed (where the context so permits) as the gender and number of
the party or parties referred to in each case requires. This Deed of Settlement shall be read with all
changes of gender and number as may be required by the context.


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22.00           TYPOGRAPHICAL AND OTHER NON-SUBSTANTIVE ERRORS

22.01           In the event that subsequent to the execution of this Deed of Settlement any
typographical or other non-substantive error is discovered in the terms and provisions hereof, for the
purposes of removing any uncertainty and ambiguity which may be caused by virtue of such error
the Trustee are authorized to attach to the within Deed of Settlement, a notice in writing to the
Trustee and to the Beneficiaries setting out the particulars of the said error and setting out the word
or words to be read in substitution therefore which represent the understanding and agreement of all
parties at the date of execution of the within Deed of Settlement, and which were intended to have
been included therein, and the said notice in addition to being signed by the Trustee for the time
being shall, if possible, be signed by the Settlor and any person who shall have been a Trustee hereof
prior to the date such notice is given.

22.02          Upon the notice referred to in paragraph 22.01 of this Settlement being attached to the
within Deed of Settlement as therein provided, any word or words required by the said notice to be
read in substitution for any typographical or other non-substantive error shall be deemed for all
purposes to have been included in the within Deed of Settlement as and from the date of execution
hereof.

23.00           ACCEPTANCE OF TRUST

23.01         The Trustee hereby accepts the trusts hereby constituted, upon the terms and
conditions herein contained.

24.00           PROPER LAW OF TRUST

24.01          This Settlement is established under the laws of the ________________ (enter State),
and the rights of all parties and the construction and effect of each and every provision hereof shall
be interpreted according to the laws of _____________________.

25.00           DESIGNATION OF SETTLEMENT

25.01           This Settlement shall be known and designated, where convenient, as the
"_____________________ FAMILY TRUST", and the Trustee may, in his discretion, in that name,
hold title to or ownership of any or all of the property from time to time forming part or all of the
Trust Fund, carry out any transactions on behalf of the Settlement, and enter into any contracts or
arrangements or otherwise exercise any of the powers, discretions, and authorities hereunder upon
him conferred.




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             IN WITNESS WHEREOF, the said ________________ as Settlor, and the said
____________________, as Trustee, have hereunto set their hands and affixed their seals in the City
of ___________, on the day and year first above written.


SIGNED, SEALED & DELIVERED                          )
in the presence of:                                 )
                                                    )
                                                    )
______________________________                      )       _________________________________
(witness)                                           )
                                                    )
                                                    )
______________________________                      )       _________________________________
(witness)                                           )
                                                    )
                                                    )
______________________________                      )       _________________________________
(witness)                                           )
                                                    )




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DATE:         ___________________
___________________________________________




                 ________________________


                              - and -


                 ________________________




_____________________________________________

            DEED OF SETTLEMENT
_____________________________________________




© Copyright 2012 Docstoc Inc. registered document proprietary, copy
not                                                   23
© Copyright 2012 Docstoc Inc. registered document proprietary, copy
not                                                   24
                                             SCHEDULE "2.01"


                                       PROPERTY OF THE TRUST




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